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INTERPRETATION - Ordinary meaning - Context

Monday, April 06, 2020 @ 9:55 AM  

Lexis Advance® Quicklaw®
Appeal by the plaintiffs from a summary judgment dismissing their claim against the defendants. The plaintiffs were judgment creditors of one of the defendant numbered companies who they alleged had exercised an option in a 30-year-old joint venture agreement to acquire an 80 per cent interest in a mining development. The plaintiffs sought an interest in the development’s revenue stream in satisfaction of the judgment. The summary judgment motion judge concluded that the defendant in question failed to satisfy the contractual prerequisites to acquire the interest, as it failed to make certain required expenditures, having diverted certain expenditures to another project through a management services contract. The plaintiffs appealed. They submitted the judge erred in failing to have due regard for the surrounding factual matrix and erred in the interpretation of the agreement.

HELD: Appeal dismissed. The language of the joint venture agreement was the starting point for its interpretation. The factual matrix consisted solely of objective evidence of the background facts at the time of the agreement. To the degree the motion judge accepted facts established in parallel litigation, there was no failure to have sufficient regard to other findings made in that litigation in which the defendant was only tangentially involved. There was no indication that the contracts in the other litigation formed part of a composite whole with the joint venture agreement. The motion judge did not misinterpret the agreement. Given the age of the agreement, there was little evidence of the surrounding circumstances. The interpretation was rational, rooted in the language of the contract, and the evidence before the judge. There was no basis for departure from the deference owed to the judge’s interpretation.

All-Terrain Track Sales and Services Ltd. v. 798839 Ontario Ltd., [2020] O.J. No. 719, Ontario Court of Appeal, S.E. Pepall, G.I. Pardu and D. Paciocco JJ.A., February 19, 2020. Digest No. TLD-April62020003